How Not to Fail: The Totally Not Homosexual Guide to Passing English
by notidkgba27
Summary: "Cartman bites his lip and chews on it because that doesn't sound that bad and he could later rub it in his classmate's faces that he got to sit with the older kids. Also these boys were really hot even if boys totally weren't his thing." AU Kenny/Cartman/Butters


**A/N: For CosmicAutumnRebel because it was their birthday once and I failed to deliver until now**

He didn't want to accept it but he could only be in denial for so long before he would be forced to face it, truthfully though Cartman never thought that his stupidity would become obvious to him in the form of a big, red 'F' written and underlined three times at the top of his test. Apparently his inner genius was nowhere to be found and this was the worst possible time for such a thing to happen. School's only got a few months left and he really doesn't want to waste his summer in remedial classes when he could be wasting it on video games and fast food even worse is the possibility of him being held back a grade and the humiliation of seeing his idiot classmates move on while he didn't would be too much to bare. Well, he wasn't about to let that happen instead he'd just have to do something a little less humiliating, ask for help.

There was a rumor going around that some junior who had passed sophomore year with straight A's had kept all his scantrons with all the correct answers and if Cartman could just get his hands on one he could easily just do a test retake and pass. Usually he'd consider that too much work but he was actually desperate. He'd slacked off all year and was barely scraping by with a 62% and if this test didn't go good that percentage would finally drop into the F range which wouldn't be too good for the obvious reasons previously stated.

Now while most underclass men would do their best to avoid the older students, especially the juniors at this time since they were all hopped up and ready to be seniors, Cartman couldn't care less. He's a tough guy and he knows it and really what is some older kid going to do to him? He's got brains and brawn and he's definitely not any of the things that his classmates call him. Sure his poor grades and husky sized jeans didn't show those two attributes but whatever point is that Cartman isn't scared of upperclassmen. He's definitely not taking baby steps or fiddling with his hands or biting on his lower lip. Nope he's cool and confident and as he turns the corner of the hallway stopping only for a brief second to look at the figure of the kid who's going to solve all his problems.

This is him, it's got to be. He doesn't actually know this kid just that he's older and a dork, the type of dork who uses a messenger bag and a cardigan. It doesn't even matter if this kid was older than him because if he was even half the loser that he seemed to be then getting the scantron from him would be a piece of cake. At that thought Cartman licks his lips, reminding himself to have his mother bake him a cake for an afterschool snack. He's right in the middle of an internal debate as to what type of icing he should have as he steps closer, the kid unaware of his presence with his back turned to him.

Cartman's thoughts come to a halt though when the kid finally looks in his direction and suddenly his cheeks are burning and his stomach's hurting. He wants to pass it off as heart burn from his breakfast that morning, a carne asada burrito with a little too much spice, but Cartman can't lie to himself. He's still a couple feet away but he's sort of stuck in his tracks and isn't sure what to blame it on but this kid is sort of, well, he is…. he's _hot_ and that's just confusing as fuck for Cartman.

He's not gay even if he does steal his mother's _Playgirls_ out of curiousity and has thought of slipping a finger back there during his, ahem, personal time but that doesn't mean anything. The fact that he's starting to sweat and that his heart is beating about twice as fast as it should be probably does though.

This kid, Leopold, if Cartman heard his name correctly, might just look like the biggest loser he's ever seen but it works for him, works pretty darn well actually. He's tall and lithe and handsome, really, really, fucking handsome, and his blonde hair, cropped except for the bangs, is perfectly disheveled yet neat enough to not block his eyes which are such a light shade of blue that it's practically breath-taking.

"Oh, um, h-hi there!"

Well, at least this kid has a stutter. He's not _that _perfect but that thought is quickly disproven when he smiles, lips curving up into a shy smile, and it's so fucking annoying how attractive he is that Cartman would punch something if he could. Of course he's not going to do any of that because that totally wouldn't be cool.

Actually he's already not looking so cool considering that he's just standing there, eyes wide and lips slightly parted, caught like a gay deer with a gay mag, he takes a deep breath and sets a more stern expression even though inwardly he's still pretty nervous about this, about _him_. Which is stupid because Leopold's just another kid even if he is pretty hot.

He walks forward until he's finally face-to-face to the tall blond and he stands a little taller, sucking in his gut though it doesn't get much smaller and he even tries putting his hands in his jean pockets only to remember that his hands are too, well, fat to fit in so he just puts them on his hip hoping that doing so will make him look a bit intimidating as well.

One, two, three…..

The seconds of silence between them gets to thirty-six before Leopold laughs in that stupid voice of his that makes Cartman do this weird moan effectively making this encounter as awkward as possible.

"Talking to a freshman, eh?"

That wasn't Leopold talking and Cartman has to force himself to look away from the blond only to find himself staring at another blond kid who is once again frustratingly attractive albeit in a different way than Leopold is. This kid doesn't have the same youthful charm or boyish good looks that Leopold does. He could pass for nineteen easily and he looks a bit worn down, not in an emotional sense but in a very working class sort of way. He's tall and he looks so much like a man and now Cartman is definitely feeling self-conscious about his own body well-aware that Leopold and this guy make him look like the chubby baby that he is.

Leopold doesn't react when the stranger puts an arm around his shoulder and just turns his head to talk to him as the stranger gives Cartman a once over.

"Oh, uh, not r-really. I don't think he can talk he's been awfully silent."

Cartman's about to defend himself, make it obvious that he can in fact speak but suddenly the other blond drops his arm from around Leopold's shoulder and leans in close. The smell of his breath hits Cartman hard and if Cartman wasn't at a loss for words then he might have said something about it. Instead his eyes widen and his hands move from their old faux confident position on his hips to hanging by his side as the other kid smiles and tousles his hair.

"You're kinda cute, you know?"

When Cartman blushes his whole face burns and it's so obvious that the kid laughs and turns to look back at Leopold leaving his hand on top of Cartman's head.

"Don't you think so too, Butters?"

"Well, I guess so but he's just a lil kid, Ken, an' gosh is he turnin' all red."

This is too much for Cartman. All he wanted was to pass his test, and by that I mean cheat, and now he's dealing with two boys who are much too attractive calling him 'cute' and laughing about his blush and now he has to process the fact that Leopold's nickname is Butters.

He slaps that kid's hand away, Ken being his name if Cartman heard correctly, and steps back with pouted lips and narrowed eyes.

"Don't call me cute you gaywads."

Neither of the blondes are impressed with his insult and Leopold just tilts his head with a slight frown as his friend laughs at the sight of an angry freshman.

"Ha, I like you kid. The name's Kenny what's yours?"

Kenny offers his hand but Cartman just looks at it with disdain before meeting his gaze which would be a challenge considering the height difference but with Kenny still crouching it's a much easier task.

"My name's Eric but everyone calls me Cartman."

"Eric's a nice name."

Though Kenny ignores Leopold's compliment Cartman can't help but look over Kenny's shoulder at him. Apparently he's that sort of kid. The sort of kid who feels the need to interject himself into every conversation with weird statements otherwise known as a dweeb and if Leopold didn't make Cartman's heart beat so rapidly then maybe Cartman would have called him out on it.

Kenny chuckles and stands up straight, surpassing Butters by a good three inches and Cartman by a lot more.

"So, Cartman what can we do for you? I'm sure you're here for our, ahem, 'services'."

"Don't be sayin' it like that, Ken, you're makin' it sound like we're prostituting ourselves out or somethin'."

The two older boys look at each other, Leopold still looking worried and Kenny just rolls his eyes before looking back at Cartman who is too busy fighting off the dirty thoughts in his mind at the idea of renting these two out. Or maybe he'd just rent out Leopold since Kenny so far was much more of a jackass.

"Kid, you're gonna have to tell us what you want we're not mind readers."

Cartman licks at his lips and clears his throat before looking around the halls. No one's looking their way and he figures that now is a good time to ask for what he wants before he gets distracted by how hot these guys were. He looks between the two before setting his eyes on Leopold who's fiddling with the strap of his messenger bag as if he isn't used to making deals.

"Okay, I heard from some people that you guys can…. _help_ me?"

There's another pause as Cartman scans the halls again and once again no one is looking in on their illegal activities and its surprisingly Leopold who ends the silence.

"Are ya talkin' 'bout help with losin' your virginity or somethin'?"

Cartman coughs in surprise because he'd never expect Leopold to say something like that, Kenny sure, but there's something innocent about Leopold that if wouldn't be a surprise of he didn't know about… _sex_ things. Okay, so Cartman's mind still hesitated with that word….. _sex_ but he is still a kid after all and he hasn't even had his first kiss yet let alone his first fuck.

"We do offer those sorts of services by the way and even if you are just a little kid we don't discriminate though my advice to you is that if you lost the attitude you might have better luck with the…. Gentlemen?"

Cartman doesn't understand how they could talk so freely about this stuff…. _sex _and him having a preference for men which he's actually shocked that they could tell not that he is gay or anything. Oh, yeah, he probably should speak up and proclaim his heterosexuality but just like usual he takes too long and Kenny's lips curve up into a smile.

"So, I was right…"

"Ken, be nice to him he's probably still in the closet bein' a freshman an' all."

It's getting apparently obvious that if Cartman continues to let these two do all the talking they'll probably never leave the topic of him not being straight and his face really is starting to burn, his forehead sweating from this all this attention.

"I'm not gay, okay?! Anyways that's not what I wanted from you two."

Earlier Kenny had said that they weren't mind readers and while that might be true in his case it might not be in Leopold's. He sighs and pushes Kenny to the side and this time he's the one lowering himself so that his eyes meet Cartman's.

"What can we do for ya, fella?"

"Besides getting you to admit your gayness…"

Leopold smiles as he gives Kenny a kick to his leg, the taller blond crying out before pouting at Leopold.

"Never mind him. He's just a lil asshole is all."

"Uh, I…"

Cartman has to think real hard but what it was that he wanted because Leopold's smile really is mesmerizing. Luckily he's able to get his shit together after only a slightly embarrassing moment of silence.

"I, uh, need to buy the answers for this test. I'm sort of failing and if I don't get a good grade I'll be stuck in summer school which would suck some serious ass."

"Okie dokie! I've got all sorts of answers. Which class is it for?"

Leopold straightens himself out and turns to his open locker as he begins to go through his folders. Kenny's peering into the locker too and reaches in for an apple taking a bite as he watches Leopold work.

Cartman's finally feeling relieved. Sure these upperclassmen embarrassed the hell out of him and are now aware of his preferences but at least he's getting the test answers.

"It's for English the freshman level before basic."

Yeah, Cartman hadn't even been accepted into entry level English but hey it wasn't his fault that the assessment tests were so hard.

Leopold stops his search and looks at Cartman, head tilted with a frown, all while Kenny has returned to that smirk that Cartman would totally slap off of his face if it wasn't for the fact that Kenny could and would kick his ass.

"Jeez, r-really? I d-"

"He totally has that scantron! Don't you, Butters?"

Kenny's smile is now down right creepy, overbearing and obvious and that nudge and wink he gives Leopold certainly doesn't lower Cartman's suspicion. Leopold looks to Kenny and then to Cartman before going back to Kenny they seem to be communicating something with their eyes in a language that Cartman doesn't understand. Their discussion, if eyeing one another could be called that, ends with Leopold sighing, throwing his hands up in a sign of defeat as he leans back against the lockers, running his fingers through his hair and it's somehow all hotter than every single gay porn that Cartman has ever watched, out of curiosity of course.

"So, am I getting my answers or what? It is lunch time right now."

Leopold's eyes drift to him and he reaches into his locker and tosses Cartman some twinkies which the brunet surprisingly catches.

"Sweet."

Cartman unwraps one and stuffs it into his mouth not caring that Leopold and Kenny are watching him eat. When he finishes the first one he wipes his face against his sleeve and licks the bit of crumbs and cream which are still stuck to the corner of his lips. He doesn't even notice Kenny walking over to him that is until he looks up to see the blond putting an arm around his shoulder and pulling him close to his side.

"Okay, kid, here's the deal. My friend Butters here has all the correct answers, every single last one of them, to your test but the thing is that we need our payment first."

Though Cartman isn't looking forward to parting with his money he understands. He is after all a business man himself even if he's in the business of telephone scams. He stuffs the three other twinkies in his coat pocket and takes off his backpack to get his wallet.

"Fine, fine. How much?"

He's still scourging through his backpack for his wallet when Kenny answers with a chuckle.

"Well, here's the thing… Me and Butters run this business together to get the sorts of things we want. Sometimes money, sometimes food. Heck, the last guy that asked us for a favor got us some antique Star Wars shit that sold for a pretty penny."

Cartman's suspicion has definitely risen and he puts his backpack back on as he wearily eyes the tall blond.

"All I've got is money…"

"No, you've definitely got more to offer, little guy."

With that he lowers his arm and pinches the fat hanging off of Cartman's jeans which it totally not a muffin top by the way at least that's what Cartman tells himself. Either way Cartman gasps and actually jumps forward and out of Kenny's arms. He turns to face Kenny with his arms covering his belly.

"Don't fucking do that!"

Kenny smiles though it isn't the same shit-eating grin that he had before, this one seeming a bit apologetic.

"Okay, okay, that was wrong of me. I'll admit that. You haven't even agreed yet."

"Agreed to what letting you fuck me?!"

"No, haha, not that. All we want is-"

"We just wanna look. I promise."

Cartman's ears perk up and he turns around only to come face-to-face with Leopold. He looks a little nervous but also a little excited but that doesn't make sense. Someone as hot as Leopold being excited to see him and Kenny had also looked pretty eager about this too.

"It's simple really just wear something pretty and spend the rest of lunch at our table. There's really no downside to this. We feed you, you get to hang out at the upperclassmen's table, and you pass that test with a perfect score. All you have to do is agree."

Cartman bites his lip and chews on it because that doesn't sound that bad and he could later rub it in his classmate's faces that he got to sit with the older kids. Also these boys were really hot even if boys totally weren't his thing.

Still though 'wear something pretty'? What the fuck did that even mean?

Cartman doesn't have anything pretty other than those dresses that he keeps in the back of his closet and he doesn't even where them anymore at least not in public. However, he doubts that Kenny is talking about anything very drastic. This idiot can't be that sadistic and even if he was Leopold seems reasonable enough to not let him go overboard.

"What exactly is it that I'd be wearing?"

Kenny looks Cartman up and down before looking up at Leopold, his lips pursued together and brows furrowed.

"I don't know. Got any suggestions, Butters?"

Cartman ignores the feeling of Kenny's eyes traveling his body and looks up to Leopold, who's looking guilty, blushed and nervous, though that doesn't stop him from giving Kenny his opinion.

"Well what sorts of th-things do ya got with ya, Ken?"

"Right now, right now? Not much but I can get something for tomorrow maybe…"

"I need the answers for my next class. I can't wait for tomorrow."

Kenny frowns though it's only for a second before his eyes light up. He claps his hands together and bites down on the grin that's spreading on his face and now all his attention is on Leopold.

"I've got this skirt that'll probably fit him."

Leopold smiles too at the thought though it's not as devious or as noticeable a small 'yeah' escaping him and Cartman is getting tired of their dynamic though he's still worried about this. What if it doesn't fit? What if he becomes the laughing stock of his school? What if the skirt isn't even cute at all?

It's those sorts of questions that are running through his mind and it's those sorts of questions which go unanswered, Kenny and Leopold seemingly having come to the same conclusion that Cartman in a skirt is the best way to receive their payment. Kenny has his hand on Cartman's shoulder and is leading him away and down the school hallway as Leopold rushes to close his locker, having to jog in order to catch up.

Cartman is feeling all sorts of nervous but he's figuring that this really is the only reasonable solution to his problem because really what other choice does he have other than getting a tutor, studying, and actually trying in school for once?

It's not like this is nothing new and when he was still in elementary school he was much more carefree with the way he dressed often opting for more feminine attire during the stupid games that he'd play. His classmates have seen him in dresses before. Heck, he once was on national television with make-up and everything. It's just that he's older now and he's really been trying to change his reputation into something that could actually make him popular. Sometimes though popularity has to take a backseat to grades and sometimes one has to return to cross dressing even though they had totally stopped doing such things long ago.

He's relying mostly on Kenny to keep himself moving forward, his stocky legs struggling to keep up the pace, and by the time they've come to a stop he's trying his best not to look as if he was out of breath. Kenny takes his hands off of his shoulder and is reaching for the doorknob of a janitor's closet which he opens and peaks inside at the darkness.

"Looks about empty… You know once I walked in with a girl and it turned out that one of the janitors was in there all along just watching. Can't really blame him but still my lady didn't very much appreciate his company."

Cartman's not really sure who Kenny was talking to. His voice was quiet enough that it could have just been for himself but the smile that Kenny gives afterwards seems to be waiting for some sort of reaction and when he gets none other than Leopold muttering out "oh, jeez" he closes the door.

"You can get changed in there. I'll be right back. Just have to get that skirt."

Kenny walks fast though it could just be the fact that he has very long legs that helps him disappear around the corner so quickly and Cartman wants to know where this skirt is coming from but there's more pressing concerns to deal with. Now that Kenny is gone he's been left alone with Leopold in an empty hallway with nothing but silence between them. It's not even that Leopold is looking at him because he's not. The blond is looking in the direction that his accomplice vanished into. He's got his hands in his pockets and he really is so effortless looking that Cartman can't help but stare. He's trying to talk though he isn't very successful considering that his tongue is feeling like a heavy weight in his mouth.

"So, um, you and Kenny, you guys, do this sort of stuff?"

"Hm?"

Leopold tilts his head ever so slightly and looks down at Cartman, blue eyes focused on the slightly quivering form of the brunet.

"I was asking if you and that guy usually harass underclassmen for sexual favors."

There it is the usual in-your-face-not-afraid-to-say-it-outloud Cartman who's feeling like maybe just maybe he's got his feelings for Leopold under control at least enough under control for him to talk shit.

"You mean Ken? Well, we're always askin' for different things from the fellas an' ladies we help out an' anyways it ain't really harrassin'. Ken, um, sh-showed me that v-video of ya from that show…. Maury, right? Ken's told me all 'bout ya an' how you've got an affinity for wearin' lady clothes. We've sort of figured that if ya don't mind dressin' that way on for a tv show then ya won't mind doin' it for us an' ya can still say 'no' if ya want to. I can talk Ken into takin' some other sorta payment."

"I just want to get this shit over with and pass this stupid test."

"So, ya really ain't got no issue with wearin' a skirt, do ya?"

"It's like you said it's nothing new to me."

Cartman focuses on the wall across from them no longer interested in actually trying anymore. He'll just wear whatever it is Kenny brings, do his best to ignore everyone else in the cafeteria, and try his best to just soak up the attention of Leopold and Kenny. They are cute and older and even if they aren't particularly popular in their own grade it will definitely impress his own classmates to be spotted with them. It'll be more impressive than his usual seat at the Melvin table at least. He decides that it's safe to worry about less trivial things that he'd never mention out loud. He's hoping the skirt will fit okay and that it'll be somewhat cute. He doesn't know where it'll be coming from but he just hopes it's clean unlike that Kenny kid whose jeans and parka had been ripped and stained. He had smelled sorta bad too and Cartman's really not interested in wearing any dirty clothes he might have hidden away somewhere. He sighs and right away feels Leopold's hand on his shoulder and the warmth in his stomach is just as quick to happen too.

"Don't worry, Eric. I know Ken might seem like a real perv an' all but he really doesn't mean any harm."

Cartman doesn't bother mentioning the fact that Leopold himself had seemed pretty intrigued about him in a skirt too and he's starting to wonder if Leopold and Kenny roll any specific way and if they do if they roll that way together. Just like always the thought of two actual men doing the sorts of things that he sees in his mom's magazines and on those videos that he definitely doesn't watch for his own entertainment makes his face burn and combined with an actual attractive man, though Leopold has an exceptionally youthful appearance, is sort of making him a bit hard.

"It's just like a good ol' joke to Ken bein' able to see ya like that."

The beginning of what would have been a very awkward boner has successfully vanished and Cartman's eyes lower from the wall to the floor. Figures that it was just a joke but still it did feel good when they had called him cute earlier even if he's totally too manly for an adjective like 'cute' to be applied to him.

"I do think you're cute though. In case ya was wonderin' an' I'm sure that Ken thinks so too."

Leopold is actually blushing too now and Cartman is starting think that this whole practically-failing-school thing is a blessing in disguise because otherwise he never would have sought out Leopold and having met this older loser has definitely been a weird ride. He's never had anyone other than his own mother call him anything that wasn't derogatory and its nice being the center of attention even if it will only last until he can get the test answers. He's starting to think though that once this is over that he might just offer to join this little business Kenny and Leopold have going on. He's already experienced when it comes to exploitation and blackmail and it seems that so far that these two actually like him. Cartman's starting to think of the best way to convince upperclassmen that he is not only worthy of their unpaid time and attention but that he'll also deserve an equal cut when it comes to their future business endeavors.

At least Leopold finds him attractive and Cartman knows that this piece of information will come a long way in getting to be a part of the operation he's running with Kenny. Still though Cartman can feel his heart fluttering in his chest not because Leopold thinks he's cute, because Cartman's well-aware of his good looks even if no one else other than his mother had ever seemed to notice them, but because, well, he doesn't actually have a reason for it yet. He clears his throat, deciding to instead focus his attention on the more evident manners before him because even if he doesn't know how to deal with his emotions he does know how to deal with money-making businesses.

"You make a lot of money off these things, Leopold?"

"That's awfully formal of ya to call me that ya can call me Butters and, well, I ain't really supposed to talk about my finances. Ken would be real sore at me if I did."

Cartman had almost managed to forget this kid's nickname. It's a real stupid nickname to have in Cartman's opinion and an even stupider nickname to prefer although 'Leopold' isn't exactly a cool name either. It makes sense though even if Leopold is taller he still has a softer, weaker look to him that makes a name like 'Butters' perfect. However Cartman's eyes still threaten to roll at Leopold's, or should he say Butters' request, and he's only able to stop himself from doing so by remembering that manners are a necessity when it comes to convincing.

"Sure, Butters, but come on you can tell me. As a customer don't I have a right to know who it is I'm buying from?"

"Uh, no?"

Well, he got another 'no' but at least this one was in the form of a question. Apparently Leopold won't be so easy to break but Cartman's already aware of the fact that things of this nature take time and it definitely doesn't help that Leopold is so distracting with those damn eyes and that stupid smile of his.

"Look, why don't I just cut to the chase? What you have going on with that Kenny guy? Well, I want in on it."

Leopold blinks a couple more times than necessary and tilts his head. Despite his good grades he seems to be slow to comprehend what it is that is being asked of him and even when he finally does respond he still wasn't able to understand what Cartman was telling him.

"Jeez, you're real forward 'bout this considerin' that you're just a freshman but me an' Ken ain't exactly official or exclusive. So if you're interested I don't see no reason why we couldn't include ya. Ken does like 'em young anyway."

"Wh-What?!"

That broken word comes out as a squeak and it's all Cartman's got to offer. Although the information that Leopold is not only queer but willing is stored in the furthermost part of his brain, Cartman immediately just wants to…. Just wants to…. Well, he doesn't know what it is he wants to do but he's frustrated and slightly aroused by the thought that Kenny and Leopold do sexual things with and to each other. He definitely wants to be part of it and he definitely scolds himself inwardly for it.

He's still trying to get himself together, to get that blush off his cheeks and that wide-eyed look of his face but he doesn't get the chance to as an arm is thrown over his shoulders. He knows its Kenny, the boy already having a distinguishing scent, and his breath hits a particularly sensitive spot behind his ear making him surprisingly hard.

"Wow, Butters, did you tell the kid something dirty?"

"N-No, I swear, Ken, he was just askin' 'bout havin' a threesome with us an' I just gave him an answer, honestly!"

"Threesome, eh? Didn't know you had in you, kiddo."

"I, uh…"

Kenny smiles and Cartman doesn't know what to do anymore, any sense of control that he once felt he had was now long gone and all he can do is look down at his hands where Kenny's given him a skirt, a bright yellow bundle of fabric.

"How about this, you put that on and we'll consider inviting you over for sex."

"Sex?!"

"Ken, he's a lil young though don't ya think?"

"He's old enough. I mean, he's got tits."

"Ken…"

Leopold sighs and Cartman crosses his arms over his chest, suddenly self-conscious of the fact that he is a bit flabby in the chest area though it's not necessarily a revelation to him he just doesn't want attention drawn to that part of his body.

Kenny's chuckle is cut short from Leopold's persistent pouting and he throws his other arm around the shorter blond, pulling him in until the three of them are huddling Cartman watching with wide eyes and breath held in as Kenny's lips brush against Leopold's cheek. The two blonds look good together and this is about as close as Cartman's ever gotten to real-life gay anything. It's exciting and arousing and Cartman can't even bother to be truly annoyed about the fact that his dick is definitely hard and actually hurting.

"Hey, babe, you know I like your chest too even if you are flat."

"I ain't jealous."

Leopold's looking to the side, lips pressed together but when Kenny licks at him, a quick swipe across his cheek, he smiles in return biting his lip and looking up at the boy. He's got all of Kenny's attention as he moves in for what might be another lick or maybe an actual kiss Cartman doesn't even care at this point, just wants to watch. However Leopold has both hands on Kenny's chest keeping him at bay and his laughter is so soft that it actually brings Cartman back from thoughts about dicks.

"I really ain't jealous, Ken, stop that!"

It's so stupid and gay but Cartman bites his lip anyways when Leopold kisses Kenny despite all that pushing he was doing seconds prior. Cartman groans and looks down at the skirt in his hands even if that was a ridiculously homosexual display that Leopold and Kenny just put on what Cartman's about to put on, a yellow laced skirt with white trimmings, is even stupider and gayer but worth it probably. If it all works out according to plan then Cartman will not have only passed his English class but will have also spent even more time with Kenny and Leopold who are both unfairly attractive, loaded with cash, and be possibly willing to allow Cartman to try, gulp, sexy things with them. Of course to make the situation perfect they'd have to eventually allow Cartman in on their schemes and Kenny would actually have to take a shower but those two things didn't seem that difficult not when something as simple as wearing a skirt could get him what he wanted from them.

Yep, dressing in drag will finally work in his favor for once because both Leopold and Kenny are looking at him expectantly, Leopold biting down a smile and Kenny not even bothering to hide the fact that his eyes were practically sparkling while he grinned. It's Kenny once again that gets things moving walking past Cartman so he could stand behind me, placing both hands on his meaty shoulders to push him towards the janitor's closet, clicking his tongue against the roof of his mouth.

"It's time, kid."

"I just have to put this on right?"

Cartman doesn't even have enough time to look behind him as he's already inside the closet though he does get a "Mhmm" and a slap on the ass from Kenny. It stings and Cartman yelps, his hand quickly moving to soothe his behind, rubbing it and wincing, Kenny's stronger than he looks for being all skin and bones and there's certain to be a red mark where his hand made impact. Cartman's definitely in the right to yell but the second he turns around he's greeted by a slamming door.

"Asshole…"

"Did you see that, Butters?! His ass fucking jiggled like… like…."

"Like puddin'?"

"Exactly."

Kenny walks over to where Butters' is at, leaning against the lockers opposite of the janitor's closet with a big ol' smile plastered across his face.

"You know I usually ain't into fat guys but the kid's alright."

"Cause he's got a jiggly butt?"

"And tits, Butters, and tits."

Whatever reason Leopold was smiling for must have been temporary though because soon he's back to pouting down from his high and if Kenny had to guess then he'd assume it was because he was about to have some sort of moral objectification to what it was that they were doing.

Leopold was prone to that thinking about why they shouldn't do certain things like lie and steal and it was always Kenny's job to remind him that doing those exact things were why the two had money of their own to begin with. Sure Leopold had his allowance he'd get from his parents but he was never allowed to spend any of it unless his parent's approved and his parents never approved. Kenny on the other hand couldn't even depend on any handouts. He was dirt poor and maybe that was why he had little issue with being bad and being a con but at the end of the day money was money even if this scheme wasn't going to give them moolah exactly.

"Ken?"

"Yes, Butters?"

"I… I sorta, actually like Eric."

"I do too. He's got a nice rack."

Leopold looks disappointed in Kenny for making that comment even though he probably does agree or maybe not. He always had been more of an ass guy.

"I didn't mean it sexually though I do like his bum."

Kenny laughs to himself, he knew what Leopold liked and knew that this whole 'feeling' guilty thing was just a usual part of their schemes. A sort of involuntary response from growing up with strict assholes for parents luckily Kenny grew up with just the opposite. Yeah, his parents were still asshole but they were much more looser and could care less about what Kenny did with his time whether it was fucking Leopold under their roof or instilling false hope in others in exchange for favors.

He wraps an arm around Leopold's shoulder and runs fingers through his own matted up hair, his fingers miraculously going through with no problem.

"Butters, Butters don't tell me you're chickening out. You wouldn't want to that. You wouldn't get to see Eric looking all cute for you in that lil skirt and you'd be breaking my trust."

"Shucks, Ken, ya know I wouldn't ever wanna do that to you but-"

"There won't be any butts if you tell the truth. At least, you won't see Eric's butt in that skirt of his."

Leopold actually seems stumped as to what to do because even though he'd love to see Cartman's butt at the end of the day he and Kenny are going to be found out. Their scam exposed and Cartman's gonna be awfully sore at them for lying and costing him his grade. If only Cartman's English level wasn't so low. If what he said was right then he wasn't even in an actual class, he was in a support class and Leopold had never taken that class, had never even met a person before who had to take that class. What Cartman wanted he just didn't have but what Leopold wanted Cartman certainly did have that being a big ass of course.

"I… I guess you're right an' all but jeez do I sure feel sorta-"

For all the breaths that Leopold took away from Cartman the boy had finally managed to take one of his away. The skirt was short, wouldn't definitely show some of those curves that Leopold's eyes were so glued upon. Leopold's mouth is feeling wet, wetter than a mouth should normally feel but Cartman's really… really….

"Woah…."

Cartman's not sure if that was a good sound or not but that's all Leopold seems to be able to say and to be honest Cartman's a bit too focused on pulling his skirt a little lower. Unsurprisingly it's too small and it fits snug, the waistband digging into his stomach, his fat hanging over and if it wasn't for his baggy jacket then his muffin top would most likely be visible, would be adding to the practically obscene amount of skin that was already showing. Cartman's got big thighs and calves even has fat fucking knees and even though they're indoors it's still chiller than necessary, the cold air crawling up his legs and tickling his skin causing his hair to stand and goose bumps to rise.

"'Woah', huh?"

Kenny elbows Leopold who breaks out of his daze though his eyes keep returning to Cartman without consent.

"Sh-Shut it, mister."

"Uh, is everything okay?"

"It's great, babe, fucking fantastic, right, Butters?"

Cartman's got both hands gripping at the sides of his skirt, keeping the fabric down and making sure it covers his skin, but being called 'babe' has distracted him from that task. His face is red and so is Leopold both of them frozen in place until Leopold mutters out a pathetic "yeah" which is returned with Cartman looking away, still clearly embarrassed with his own little response.

"Whatever."

Kenny looks between the two clearly proud of something most likely for getting Cartman into a skirt though that didn't take any work at all and for getting Leopold all hot and bothered though perhaps Cartman should be the one getting all the credit for that. Like Cartman said 'whatever' Kenny doesn't really care just wishes that he could of gotten Cartman into a dress, something to appease a tit-loving gentleman like himself while still catering to Leopold's ass-loving ways. He figures that he always has next time even if Leopold doesn't exactly have the scantron that Cartman needs and even if Cartman is essentially doing all of this for nothing Kenny is confident that he'll be able to take Cartman into dressing up for them again and into doing a whole lot more too. Things will figure themselves out, after lunch time that is when Cartman will have his English class and instead of a having a scantron with all the right answers will instead have a skirt from Kenny's last hook up.

The boy practically skips forward, slipping an arm around Cartman's thick waist and proceeds to move him along towards the cafeteria where the three boys will definitely be the center of attention, Kenny and Leopold attracting jealousy or maybe just laughter either way Butters sighs, longfully staring as Cartman's skirt flows with every move revealing what is probably warm, squishy flesh. He closes his eyes and takes a deep breath counting to ten only to find himself still aroused and even further behind Kenny and Cartman then he was before. His eyes immediately gravitate to Cartman or more specifically Cartman's ass and that's enough motivation to getting him moving and for him to push aside any of the guilt that he should be feeling.

**A/N: Thanks for reading**


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